
13.	Stock Plans

Amended and Restated 2000 Equity Incentive Plan

The purposes of the Amended and Restated 2000 Equity Incentive Plan (the “2000 Plan”), are to attract and retain employees and to provide an incentive for them to assist the Company to achieve long-range performance goals and to enable them to participate in the long-term growth of the Company. Under the 2000 Plan the Company may grant (i) incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, and (ii) options that are not qualified as incentive stock options (“nonqualified stock options”) and (iii) stock appreciation rights, performance awards and restricted stock. All employees of the Company or any affiliate of the Company, independent directors, consultants and advisors are eligible to participate in the 2000 Plan. Options under the 2000 Plan generally vest over four years and expire seven years from the date of grant. A total of 9,000,000 shares of common stock were reserved for issuance under the 2000 Plan. As of September 30, 2011, 283,375 options are outstanding and 4,816,527 shares remain available for grant.

During the year ended September 30, 2011, the Company issued 754,874 shares of restricted stock or units under the Amended and Restated 2000 Equity Incentive Plan, net of cancellations. These restricted stock awards generally have the following vesting schedules: immediate; three year vesting in which one-half vest at the end of Year 2 and one-half vest at the end of Year 3; and three year vesting in which one-third vest at the end of Year 1, one-third vest at the end of Year 2 and one-third vest at the end of Year 3. Compensation expense related to these awards is being recognized on a straight line basis over the vesting period, based on the difference between the fair market value of the Company’s common stock on the date of grant and the amount received from the employee. In addition, in fiscal 2011, the Company granted 175,500 restricted stock awards net of cancellations to senior management, the number of shares ultimately issued will be measured at the end of fiscal year 2013 and is dependent upon the achievement of certain financial performance goals. These awards are expensed over the related service period when attainment of the performance condition is considered probable. The total amount of compensation recorded will depend on the Company’s achievement of performance targets. Changes to the projected attainment of performance targets during the vesting period may result in an adjustment to the amount of cumulative compensation recorded as of the date the estimate is revised.

1998 Employee Equity Incentive Plan

The purposes of the 1998 Employee Equity Incentive Plan (the “1998 Plan”), adopted by the Board of Directors of the Company in April 1998, are to attract and retain employees and provide an incentive for them to assist the Company in achieving long-range performance goals, and to enable them to participate in the long-term growth of the Company. All employees of the Company, other than its officers and directors, (including contractors, consultants, service providers or others) who are in a position to contribute to the long-term success and growth of the Company, are eligible to participate in the 1998 Plan. Options under the 1998 Plan generally vest over a period of four years and generally expire seven years from the date of grant. On February 26, 2003, the Board of Directors voted to cancel and not return to the reserve any 1998 Plan forfeited options. From February 26, 2003 through September 30, 2011, 3,204,320 options were forfeited due to employee terminations. On August 5, 2009, the Board of Directors voted not to issue any further shares out of the 1998 Plan. A total of 8,500 options are outstanding under the 1998 Plan as of September 30, 2011.

1993 Non-Employee Director Stock Option Plan

The purpose of the 1993 Non-Employee Director Stock Option Plan (the “Directors Plan”) was to attract and retain the services of experienced and knowledgeable independent directors of the Company. Options granted under the Directors Plan generally vested over a period of five years and generally expired ten years from the date of grant. A total of 10,000 options are outstanding and no shares remain available for grant under the Directors Plan as of September 30, 2011.

Stock Options of Acquired Companies

In connection with the acquisition of Helix on October 26, 2005, the Company assumed the outstanding options of multiple stock option plans that were adopted by Helix. At acquisition, 689,622 options to purchase Helix common stock were outstanding and converted into 765,480 options to purchase the Company’s Common Stock. A total of 68,262 options are outstanding and 449,683 shares remain available for grant under the Helix plans as of September 30, 2011. The Company does not intend to issue any additional options under the Helix stock option plan.

Stock Option Activity

Aggregate stock option activity for all the above plans for the year ended September 30, 2011 is as follows:


	2011
				Weighted-
				Average				Aggregate
				Remaining		Weighted		Intrinsic
				Contractual		Average		Value (In
	Shares			Term		Price		Thousands)

Options outstanding at beginning of year		764,621				$	18.94
Exercised		(1,554	)			$	3.62
Forfeited/expired		(392,930	)			$	23.12

Options outstanding at end of year		370,137			0.9 years	$	14.57	$	10

Vested and unvested expected to vest at end of year		370,137			0.9 years	$	14.57	$	10

Options exercisable at end of year		370,137			0.9 years	$	14.57	$	10

Options available for future grant		5,266,210

The aggregate intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing stock price of $8.15 as of September 30, 2011, which would have been received by the option holders had all option holders exercised their options as of that date.

No stock options were granted in fiscal 2011, 2010 or 2009. The total intrinsic value of options exercised during fiscal 2011, 2010 and 2009 was $15,000, $3,000 and $0, respectively. The total cash received from employees as a result of employee stock option exercises during fiscal 2011, 2010 and 2009 was $6,000, $19,000 and $0, respectively.

As of September 30, 2011 there was no future compensation cost related to stock options as all outstanding stock options have vested.

The Company settles employee stock option exercises with newly issued common shares.

Based on information currently available, the Company believes that, although certain options may have been granted in violation of its applicable option plans, those options are valid and enforceable obligations of the Company.

Restricted Stock Activity

Restricted stock for the year ended September 30, 2011 was determined using the fair value method. A summary of the status of the Company’s restricted stock as of September 30, 2011 and changes during the year is as follows:


	2011
				Weighted
				Average
				Grant-Date
	Shares			Fair Value

Outstanding at beginning of year		1,313,203		$	9.40
Awards granted		1,046,000			11.27
Awards vested		(652,588	)		11.41
Awards canceled		(115,626	)		8.65

Outstanding at end of year		1,590,989		$	10.15

In November 2009, the Company’s Board of Directors (“the Board”) approved the payment of performance based variable compensation awards to certain executive management employees related to fiscal year 2009 performance. The Board chose to pay these awards in fully vested shares of the Company’s common stock rather than cash. The Company granted 178,346 shares based on the closing share price as of November 13, 2009. The $1.4 million of compensation expense related to these awards was recorded during fiscal year 2009 as selling, general and administrative expense.

The weighted average grant date fair value of restricted stock granted during fiscal 2010 and fiscal 2009 was $8.73 and $4.28 per share, respectively. The fair value of restricted stock awards vested during fiscal 2011, 2010 and 2009 was $7.4 million, $6.8 million and $4.4 million, respectively. Included in fiscal 2010 was $1.4 million of compensation expense related to the fiscal year 2009 variable compensation award.

As of September 30, 2011, the unrecognized compensation cost related to nonvested restricted stock is $10.9 million and will be recognized over an estimated weighted average amortization period of 1.8 years.

1995 Employee Stock Purchase Plan

On February 22, 1996, the stockholders approved the 1995 Employee Stock Purchase Plan (the “1995 Plan”) which enables eligible employees to purchase shares of the Company’s common stock. Under the 1995 Plan, eligible employees may purchase up to an aggregate of 3,000,000 shares during six-month offering periods commencing on February 1 and August 1 of each year at a price per share of 85% of the lower of the fair market value price per share on the first or last day of each six-month offering period. Participating employees may elect to have up to 10% of their base pay withheld and applied toward the purchase of such shares. The rights of participating employees under the 1995 Plan terminate upon voluntary withdrawal from the plan at any time or upon termination of employment. As of September 30, 2011, 2,707,905 shares of common stock have been purchased under the 1995 Plan and 292,095 shares remain available for purchase.